What European distributors ask before signing
What a European distributor checks before taking on a brand from outside the EU: stock, lead time, labels, the GPSR operator, barcodes, returns and margin.
A European distributor takes on a brand from outside the EU when it can see a few things clearly: how the goods reach its warehouse, what the label says, who answers for the product’s safety, and what it earns on every unit. Those questions come before any conversation about volume. A manufacturer who answers them in the first meeting is treated as a supplier. One who answers “we will work that out” is treated as a risk.
Suppose a maker of small kitchen appliances meets a well-placed distributor in the Benelux. The product is good and the distributor says so. Then the questions start. Where is the stock? How long from our order to our dock? Which languages are on the box? Who is the responsible operator for safety? Is there a GTIN on every variant? Can you receive our orders by EDI? What happens when a customer sends one back? What is our margin at the shelf price you recommend? Do you want us exclusive, and for which territory?
Nine questions, and none of them is about whether the product is good. That is the subject of this article.
Where is the stock, and how fast?
A distributor’s first worry is supply. It buys, holds and resells, so it carries the cost of every day a product is out of stock. It will ask where the goods sit and how long an order takes to arrive.
Stock that ships from outside the EU on each order means a long lead time and a customs question. If the distributor buys goods that are still outside the EU, someone has to import them, and who declares them and pays the duty and import VAT depends on the terms of sale the two parties agree. Some distributors are willing to take that on. Others would rather buy goods that are already inside the EU, released for free circulation, and invoiced like any other European supply; for a buyer in another EU country, that is usually an exempt intra-Community supply, covered in zero-rated B2B sales from stock in Portugal.
That is why the question “where is the stock?” is really two questions. Who is named on the import, and how many days is it from their order to their dock? A manufacturer with stock already in the EU, and a named importer of record, answers both before they are asked.
What does the label say, and in which language?
A distributor sells to people who read the pack in their own language, and it knows it will hear about any gap first.
For food, the rule is written into Regulation (EU) No 1169/2011. Article 15 requires mandatory food information to appear in a language easily understood by consumers in the member states where the food is marketed, and allows each of those states to require one or more official EU languages. The EU has 24 official languages, so a pack designed for one market rarely works unchanged in the next.
For consumer products more broadly, the General Product Safety Regulation requires identifying information on the product or, where that is not possible, on its packaging or an accompanying document: a type, batch or serial number or another element that identifies the product, and the manufacturer’s name, registered trade name or trademark, with a postal and an electronic address. Clear instructions and safety information are required unless the product can be used safely without them. A distributor will check every one of these on the samples before it signs.
Who is the responsible operator under GPSR?
For consumer products, this is now a gate rather than a detail. The General Product Safety Regulation, Regulation (EU) 2023/988, has applied since 13 December 2024. It requires a responsible economic operator in the EU for each product it covers: an EU manufacturer, an importer, an authorised representative, or a fulfilment service provider. That operator is entrusted with safety tasks for the product.
A manufacturer outside the EU has no EU establishment of its own, so someone else fills that role. If the distributor imports, it may be the importer. A distributor may not want to take on the safety file for a brand it does not own, and may ask the manufacturer to name the operator before the first order. That answer has to be settled before the first order, not promised for later. What the role holds is set out in GPSR and the Responsible Person, explained.
This applies to consumer products. Medical devices, food and some other product families have their own regimes, and the distributor will ask about those separately.
Barcodes, product data and EDI
A distributor runs on data. It will expect every variant and every pack size to carry its own GTIN, the Global Trade Item Number encoded in a GS1 barcode. GTINs come from GS1 organisations: GS1 Portugal provides barcodes to companies in Portugal, and GS1 Canada issues them through an annual subscription and advises obtaining them from GS1 rather than from third parties. GS1 Canada describes the system as used by over 2 million companies, with more than 10 billion GS1 barcodes scanned every day. Without its own GTIN, a product has nothing for the distributor’s systems to order, receive or count.
Larger distributors and the retail chains they serve also exchange orders electronically. In European consumer goods the common standard is EANCOM, a GS1 standard that is a subset of UN/EDIFACT. The messages a supplier meets most often are the purchase order (ORDERS), the despatch advice (DESADV) and the invoice (INVOIC). Large trading groups such as REWE and Metro define their own subsets on top of it, so “we can do EDI” needs to be checked against each partner’s specification.
A manufacturer should arrive with a clean product data sheet: GTINs, dimensions and weights for the unit, the case and the pallet, country of origin, customs tariff code, and shelf life where relevant.
Returns, guarantees and who carries them
In the EU, the seller faces the consumer. EU consumers have a minimum two-year legal guarantee on goods, and for distance and online sales a 14-day right to return the item without giving a reason. The seller is responsible to the consumer when a product is faulty or does not match its description.
So the distributor, and the retailer behind it, will ask what happens next. Who takes back a faulty unit? Is it repaired, replaced or destroyed? Who pays for the return freight? Does a returned item have to leave the EU to be handled? A manufacturer whose returns go back overseas one parcel at a time has not answered the question. One with a European address for returns and a written policy has. Why a return sent overseas can be taxed twice is explained in customs relief for returns and repairs.
The margin and the payment terms
A distributor’s margin has to cover the stock it holds, the credit it gives, the sales team that calls on customers, and the promotions it funds. It will work backwards from the shelf price, so a manufacturer needs to know that price, country by country, before it quotes an ex-works price.
Prices do not sit at one European level. Eurostat’s comparison of consumer price levels for 2024 puts food and non-alcoholic beverages between 76 percent of the EU average in Romania and 125 percent in Luxembourg, and consumer electronics between 89 percent in Italy and 115 percent in Finland. A single European price list leaves a distributor in one country with no margin and one in another with too much.
Payment terms follow the law of the relationship. Under Directive 2011/7/EU, businesses pay within 60 days unless they expressly agree otherwise, provided the longer term is not grossly unfair to the creditor. In agri-food, Directive (EU) 2019/633 prohibits buyers from paying protected suppliers later than 30 days for perishable products and 60 days for others. Either way, the manufacturer finances the stock until the distributor pays.
Exclusivity and territory
Many distributors will ask for exclusivity. It protects the investment they make in building the brand in their territory.
EU competition law allows it within limits. Commission Regulation (EU) 2022/720, the Vertical Block Exemption Regulation, has applied since 1 June 2022 and expires on 31 May 2034. It gives a safe harbour to supply and distribution agreements where the parties’ market shares do not exceed 30 percent, subject to the conditions the Regulation sets out. The current rules also allow shared exclusivity, where a territory or customer group is shared by up to five exclusive distributors.
Exclusivity is a commercial trade. A manufacturer can grant it for a defined territory and period, tied to targets and a review date, rather than for all of Europe with no conditions. The terms belong in the contract, and the contract belongs with a lawyer in the market concerned. How a distributor differs from a commercial agent, whose exit terms are set by law, is covered in commercial agent, or a managed route?.
How this runs at EFC
EFC helps companies from outside the EU operate and grow in Europe and around the world. In its business development work, the answers to these nine questions go into the approach kit before any distributor is contacted, so the first meeting can be about the product. The client approves that material and signs its own contracts.
Three of the nine are answered on the operating side, which is quoted separately: stock held in Portugal inside the EU customs union, delivery to the distributor’s dock through fulfilment, and a named importer of record on the imports.
What this article is not
This is a description of what European distributors commonly check and of the rules behind those checks. It is not legal, tax or regulatory advice. Whether GPSR applies to a given product, who the responsible operator should be, which labelling rules apply in each member state, and whether an exclusivity clause fits the block exemption are questions for qualified advisers in the market concerned.
It is also not a promise that a distributor will sign. Answering these questions well removes the reasons to say no. It does not create the reason to say yes, which remains the product, the price and the fit.
How the approach kit is prepared for European markets is described on business development in Europe.
Sources
| Label | Value | Source |
|---|---|---|
| Food label language | mandatory food information in a language easily understood by consumers where the food is marketed; member states may require one or more official EU languages | Regulation (EU) No 1169/2011, Article 15(1) and (2), text as adopted. legislation.gov.uk, opened 2026-09-18 |
| Official EU languages | 24 | European Union, languages, opened 2026-09-18 |
| GPSR application date and responsible operator | applies from 13 December 2024; a responsible economic operator in the EU (EU manufacturer, importer, authorised representative or fulfilment service provider) is entrusted with safety tasks for each product covered | European Commission, Access2Markets, EU General Product Safety Regulation, opened 2026-09-18 |
| Identifying information on the product | type, batch or serial number or other identifying element; manufacturer’s name, registered trade name or trademark, postal and electronic address | UK Government guidance on EU Regulation 2023/988 (as it applies to Northern Ireland), opened 2026-09-18 |
| Placement of identifying information | on the product; where its size or nature does not allow, on the packaging or in a document accompanying the product | product-compliance.pro, GPSR manufacturer obligations (compliance consultant publication), opened 2026-09-18 |
| Where GTINs come from | GS1 Canada issues barcodes through an annual subscription and advises obtaining them from GS1 rather than third parties | GS1 Canada, opened 2026-09-18 |
| GS1 in Portugal | GS1 Portugal provides barcodes to companies | GS1 Portugal, opened 2026-09-18 |
| GS1 system scale | over 2 million companies use GS1 standards; more than 10 billion GS1 barcodes scanned every day | GS1 Canada, about us, opened 2026-09-18 |
| EANCOM | GS1 standard, a 100 percent subset of UN/EDIFACT; most used messages ORDERS, DESADV, INVOIC; retailers such as REWE and Metro define own subsets | ecosio, overview of the EDIFACT EANCOM format, opened 2026-09-18 |
| Consumer guarantee and returns | minimum two-year legal guarantee; 14-day right of withdrawal for distance and online sales; seller responsible to the consumer | Your Europe, consumer guarantees, opened 2026-09-18 |
| Price level spread, 2024 | food and non-alcoholic beverages 76 percent (Romania) to 125 percent (Luxembourg) of EU average; consumer electronics 89 percent (Italy) to 115 percent (Finland) | Eurostat, household consumption price levels in 2024, 19 June 2025, opened 2026-09-18 |
| Late payment default | businesses pay within 60 days unless expressly agreed otherwise, provided the term is not grossly unfair to the creditor | European Commission, late payment, opened 2026-09-18; Directive 2011/7/EU, Article 3(5), text as retained at legislation.gov.uk, opened 2026-09-18 |
| Agri-food payment limits | no later than 30 days for perishables, 60 days for other agri-food products, for protected suppliers | European Commission, DG Agriculture, unfair trading practices, opened 2026-09-18 |
| Vertical Block Exemption Regulation | Regulation (EU) 2022/720 in force 1 June 2022, expires 31 May 2034; safe harbour where market shares do not exceed 30 percent (Article 3 of the Regulation); shared exclusivity with up to five exclusive distributors | Ashurst Perkins Coie, new rules on vertical arrangements in the EU and UK (law firm publication), opened 2026-09-18 |